IRWD 8-K/A
Ironwood Pharmaceuticals Inc (IRWD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Explanatory Note
This Current Report on Form 8-K/A is being filed as an amendment (this “Amendment No. 1”) to the Current Report on Form 8-K filed by Ironwood Pharmaceuticals, Inc. (the “Company”) with the Securities and Exchange Commission on May 13, 2026 (the “Original Report”). In the Original Report, the Company disclosed, among other events, the appointment of Ronald Silver, the Company’s Senior Vice President, Corporate Controller and Chief Accounting Officer, as the Company’s interim chief financial officer and principal financial officer, effective May 15, 2026. This Amendment No. 1 is being filed to provide a description of certain compensation arrangements approved by the Compensation and HR Committee (the “Committee”) of the board of directors of the Company on May 19, 2026 in connection with Mr. Silver’s new role as interim chief financial officer and principal financial officer. Except as set forth herein, this Amendment No. 1 does not amend, modify or update the disclosure contained in the Original Report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 19, 2026, in connection with Mr. Silver’s new role as the Company’s interim chief financial officer and principal financial officer, the Committee approved a monthly interim assignment fee of $12,250 (the “Interim CFO Assignment Fee”) for Mr. Silver. Mr. Silver’s Interim CFO Assignment Fee will remain in place until the earlier of the Company’s appointment of a chief financial officer or the termination of the interim assignment for any other reason. In addition, on May 19, 2026, Mr. Silver received a grant of 25,000 restricted stock units (“RSUs”) representing the right to receive shares of the Company’s Class A common stock upon vesting of such awards granted under the Company’s 2019 Amended and Restated Equity Incentive Plan. The RSUs will vest over two years as to 50% of the RSUs on each approximate anniversary of the date of grant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ironwood Pharmaceuticals, Inc. | ||
| Dated: May 21, 2026 | By: | /s/ John Minardo |
| Name: John Minardo | ||
| Title: Senior Vice President, Chief Legal Officer and Secretary | ||