IRWD · Ironwood Pharmaceuticals Inc · Insider Trading

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

The restricted stock unit award, granted as a new hire award, vests as to 25% of the shares of Class A Common Stock on each approximate anniversary of the grant thereof.

The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.50 to $4.57, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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.

This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.66 to $3.78, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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.

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.

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.

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.

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.

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.

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

The restricted stock unit award vests as to 50% of the shares of Class A Common Stock on each approximate anniversary of the grant thereof.

Consists of shares that are held by Sarissa Capital Management LP ("Sarissa Capital") or by the funds and other investment vehicles (the "Sarissa Funds") for which Sarissa Capital serves as investment advisor. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member, general partner or other control party of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own the shares that these funds directly beneficially own. Each of SarissaCapital, the Sarissa Funds and Dr. Denner disclaims beneficial ownership of these shares except, in each case, to the extent of their pecuniary interest therein.

Consists of shares that are held by Sarissa Capital Management LP ("Sarissa Capital") or by the funds and other investment vehicles (the "Sarissa Funds") for which Sarissa Capital serves as investment advisor. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member, general partner or other control party of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own the shares that these funds directly beneficially own. Each of SarissaCapital, the Sarissa Funds and Dr. Denner disclaims beneficial ownership of these shares except, in each case, to the extent of their pecuniary interest therein.

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

The restricted stock unit award, granted as an annual performance award, vests as to 33.33% of the shares of Class A Common Stock on each approximate anniversary of the grant thereof.

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.

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.

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.

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.

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.

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.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.60 to $3.73, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.60 to $3.73, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.60 to $3.73, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.60 to $3.73, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.60 to $3.73, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.60 to $3.73, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.70 to $4.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.70 to $4.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.70 to $4.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.70 to $4.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.70 to $4.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

The reporting person acquired 4 shares of Class A Common Stock under the issuer's employee stock purchase plan on December 31, 2025.

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.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.70 to $4.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

The reporting person acquired 35,416 shares of Class A Common Stock under the issuer's employee stock purchase plan on December 31, 2025.

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

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.

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

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

Since the date of the reporting person's last ownership report, the individual transferred 4,917 shares of Class A common stock to the individual's ex-spouse pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by the individual's ex-spouse.

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.

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.