IRWD insider sells 1,316 shares at $0.84 to cover RSU taxes; retains 241,280 shares

Rhea-AI Filing Summary

Ironwood Pharmaceuticals insider sale was a routine, non-discretionary sell-to-cover tied to restricted stock unit vesting. Chief Commercial Officer Tammi L. Gaskins sold 1,316 shares of Class A common stock on 08/11/2025 at a reported price of $0.84 per share to satisfy tax withholding obligations. After the transaction the reporting person beneficially owned 241,280 shares directly.

The filing states the sale occurred automatically to cover tax withholding and "does not represent a discretionary trade by the Reporting Person." This indicates the transaction was an administrative tax-related sale rather than a voluntary disposition of shares.

Positive

• Transaction explicitly labeled non-discretionary: sale was executed automatically to satisfy tax withholding obligations related to RSU vesting.
• Significant retained ownership: reporting person continues to beneficially own 241,280 shares directly after the transaction.

Negative

• None.

Insights

Securities Analyst

TL;DR: Non-discretionary sell-to-cover of 1,316 shares; routine insider tax withholding, not a market signal.

The Form 4 reports an automatic sale of 1,316 Class A shares at $0.84 per share to satisfy tax withholding on RSU vesting. The reporting person remains a significant direct holder with 241,280 shares. Because the filer explicitly states the sale was executed automatically to cover taxes and "does not represent a discretionary trade," this is a standard administrative transaction with limited informational content for investors. No derivative transactions or other disposals are reported.

Corporate Governance Expert

TL;DR: Routine officer sell-to-cover; governance disclosure is complete and explains the non-discretionary nature.

The Form 4 identifies the reporting person as an Officer (Chief Commercial Officer) and discloses the required explanatory language that the sale was for tax withholding tied to RSU vesting. The filing includes the post-transaction beneficial ownership of 241,280 shares, which maintains transparency on insider holdings. From a governance standpoint, the disclosure meets Section 16 transparency expectations and clarifies that the trade was automatic rather than a voluntary divestiture.

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^*

Gaskins Tammi L

(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 Commercial 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)		1,316	D	$0.84	241,280	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.

	/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 the Ironwood (IRWD) insider sell?

The reporting person sold 1,316 shares of Class A common stock.

Why were the IRWD shares sold by the insider?

The sale was to satisfy tax withholding obligations in connection with the vesting of restricted stock units; it was an automatic sell-to-cover.

At what price were the IRWD shares sold?

The reported sale price was $0.84 per share.

How many IRWD shares does the insider own after the sale?

After the transaction the reporting person beneficially owned 241,280 shares directly.

What is the reporting person's role at Ironwood (IRWD)?

The Form 4 lists the reporting person as an Officer with the title Chief Commercial Officer.