UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to

Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

August 729, 2025

IRONWOOD PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34620	04-3404176
(State or other jurisdiction	~~(Commission File Number)~~	(I.R.S. Employer
of incorporation)	(Commission File Number)	Identification Number)

100 Summer Street, Suite 2300
Boston, Massachusetts				02110
(Address of principal				~~(Zip code)~~
executive offices)				(Zip code)

(617) 621-7722

(Registrant’s telephone number,

including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.001 par value	IRWD	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On August 729, 2025, ~~Ironwood~~ Ironwood Pharmaceuticals, Inc. ~~issued~~ (the “Company”) received a ~~press~~letter ~~release~~from ~~containing~~the anListing ~~update~~Qualifications onDepartment ~~its~~of ~~recent~~the ~~business~~Nasdaq ~~activities~~Stock asMarket LLC ~~well~~(“Nasdaq”) asnotifying ~~those~~the Company that it has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”) for continued inclusion on the ~~quarter~~Nasdaq ~~ended~~Global Select Market. As previously disclosed in the Company’s Current Report on Form 8-K filed on June 303, 2025., Athe Company received a written notice from Nasdaq on May 28, ~~copy~~2025, ofnotifying the ~~press~~Company ~~release~~that isit ~~furnished~~was asnot ~~Exhibit~~in compliance with the Bid Price Rule because its Class A common stock, par value $0.001 per share (the “Common Stock”) 99had failed to meet the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Global Select Market. To regain compliance with the Bid Price Rule, the Company’s Common Stock was required to maintain a closing bid price of $1.00 per share or more for at least 10 consecutive business days. This requirement was met, and isthe ~~incorporated~~matter ~~herein~~is bynow ~~reference~~closed.

The press release is being furnished pursuant to Item 2.02 of this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such document be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits.

	Ironwood Pharmaceuticals, Inc.

Dated: September 3, 2025	By:	/s/ Gregory Martini
		Name:	Gregory Martini
		Title:	Senior Vice President, Chief Financial Officer

	Exhibit No.		Description
	99.1		Ironwood Pharmaceuticals, Inc. Press Release dated August 7, 2025
	104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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: August 7, 2025	By:	/s/ Gregory Martini
		Name:	Gregory Martini
		Title:	Senior Vice President, Chief Financial Officer

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