Form 4: Ironwood Pharmaceuticals Director Andrew Dreyfus Reports Significant Stock Grant and Share Transfer

Ironwood Pharmaceuticals Director Andrew Dreyfus reported the acquisition of 45,000 restricted Class A common stock shares as part of his compensation, alongside a transfer of 4,917 shares to an ex-spouse, resulting in a total beneficial ownership of 228,313 shares.

Summary

• Andrew Dreyfus, a Director of Ironwood Pharmaceuticals, Inc. (IRWD), acquired 45,000 shares of Class A Common Stock on June 10, 2025.
• These shares were granted at a price of $0, indicating they are restricted stock.
• The grant is pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024.
• The restricted stock vests in full on the date immediately preceding the annual meeting of stockholders for the next calendar year.
• Additionally, since his last ownership report, Mr. Dreyfus transferred 4,917 shares of Class A common stock to his ex-spouse due to a domestic relations order.
• Following these transactions, Mr. Dreyfus beneficially owns 228,313 shares of Class A Common Stock.

Sentiment

Score: 7

Explanation: The document reports a routine director stock grant, which is a positive for aligning director interests with shareholders. The share transfer is a personal matter and does not reflect negatively on the company's operations or outlook.

Positives

• Andrew Dreyfus, a Director, received a grant of 45,000 restricted shares, aligning his interests with shareholders.
• The grant is part of a formal Non-employee Director Compensation Policy, indicating structured governance.

Negatives

• Andrew Dreyfus transferred 4,917 shares to an ex-spouse due to a domestic relations order, reducing his direct beneficial ownership by that amount.

Future Outlook

No forward-looking statements or guidance about the company's performance are provided in this Form 4.

Industry Context

This Form 4 is a routine insider transaction report and does not provide broader industry context.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of restricted stock to a director aligns the director's interests with those of shareholders, potentially encouraging long-term value creation. The transfer of shares due to a domestic relations order is a personal matter for the director and has minimal direct impact on other shareholders.

Next Steps

• The restricted stock is expected to vest in full on the date immediately preceding the annual meeting of stockholders for the next calendar year.

Key Dates

Recommendation

Keywords

Ironwood Pharmaceuticals, IRWD, Form 4, SEC filing, insider trading, stock grant, restricted stock, director compensation, beneficial ownership, equity, corporate governance