Form 8-K

8-K — IRONWOOD PHARMACEUTICALS INC

Accession: 0001104659-26-116423

Filed: 2026-10-16

Period: 2026-10-12

CIK: 0001446847

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

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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):

October 12, 2026

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

incorporation)

Identification

Number)

100

Summer Street, Suite

2300

Boston,

Massachusetts

02110

(Address

of principal

(Zip code)

executive

offices)

(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 (see General Instruction A.2. below):

¨ 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 ¨

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 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Ironwood Pharmaceuticals,

Inc. (the “Company”) today announced that, on October 12, 2026, the Board of Directors (the “Board”) appointed

Tammi Gaskins, the Company’s Senior Vice President, Chief Commercial Officer, as Chief Executive Officer, effective January 1, 2027

(the “Transition Date”). The Board increased the size of the Board from eight to nine directors and elected Ms. Gaskins as

a director, in each case, effective as of the Transition Date. Biographical information for Ms. Gaskins is available on page 22 in the

Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2026, in connection

with the Company’s 2026 annual meeting of stockholders, such biographical information being incorporated herein by reference.

As an employee of the Company, Ms. Gaskins will not receive any additional compensation for her service on the Board.

The Company also announced today that, on October 12, 2026, Thomas

McCourt notified the Board of his decision to retire as Chief Executive Officer, effective December

31, 2026, following 17 years of service to the Company, including five years in that role. Mr. McCourt will continue to serve as a director

on the Board following his retirement as Chief Executive Officer.

As part of the transition, the Company and Mr. McCourt plan to enter

into a consulting agreement effective as of the Transition Date, pursuant to which Mr. McCourt will serve as consultant to the Company

following the Transition Date, for an anticipated consulting fee of $10,000 per month.

In connection with her appointment as Chief Executive Officer and effective as of the Transition Date, Ms. Gaskins will receive an annual

base salary of $775,000 and will have an individual bonus target of 75% of her annual base salary, subject to achievement of corporate

goals.

In addition, as of the Transition Date, Ms. Gaskins will receive a grant of restricted stock units (“RSUs”) and performance-based

restricted stock unit awards (“PSUs”), under the Company’s Amended and Restated 2019 Equity Incentive Plan. The target

grant value of the RSUs will be approximately $2,000,000 and the target grant value of the PSUs at target performance will be approximately

$2,000,000. Each RSU and PSU represents a right to receive shares of the Company’s Class A common stock upon vesting of such awards.

The RSUs will vest over four years, with 25% of the RSUs vesting on each approximate anniversary of the date of grant. The vesting terms

and performance period of the PSUs are expected to be determined in 2027.

The Company intends to enter into an amended and restated executive

severance agreement (the “Agreement”) with Ms. Gaskins, effective as of the Transition Date, in connection with her appointment

as the Company’s Chief Executive Officer. The Agreement will be consistent with the Company’s recently approved form of chief

executive officer severance agreement, the terms of which are described below. The Agreement will replace Ms. Gaskins’s existing

executive severance agreement, dated February 24, 2025 (the “Prior Agreement”).

Pursuant to the terms of the Agreement, in the event of a qualifying

termination, Ms. Gaskins would be entitled to receive the following benefits under the Agreement: (i) a lump-sum payment equal to 18 months

of her base salary for the year of termination (or, if Ms. Gaskins’s termination constitutes a Change of Control Termination, as

defined in the Agreement, a lump-sum payment equal to 24 months of her base salary); (ii) a lump-sum payment equal to her actual bonus

for the prior year if not yet paid as of the termination date; (iii) a lump-sum payment equal to her target cash bonus for the year of

termination, prorated based on the percentage of the year worked prior to the triggering event; (iv) a lump-sum payment equal to her

full target cash bonus for the year of termination, multiplied by 1.5 (or, if Ms. Gaskins’s termination constitutes a Change of

Control Termination, a lump-sum payment equal to her full target cash bonus for the year of termination, multiplied by 2.0); (v) up to

18 months of subsidized COBRA coverage benefits; and (vi) outplacement assistance benefits.

Under the Agreement, Ms. Gaskins would also be entitled to receive

certain benefits with respect to her outstanding equity awards in the event of a Change of Control Termination. These equity-based benefits,

which are the same as those provided to her under the Prior Agreement, are described on pages 37 through 39 in the Company’s proxy

statement filed with the SEC on April 28, 2026, in connection with the Company’s 2026 annual meeting of stockholders, such information

being incorporated herein by reference.

There is no arrangement or understanding between Ms. Gaskins and any

other person pursuant to which Ms. Gaskins was appointed as the Company’s Chief Executive Officer and elected as a director. There

is no family relationship between Ms. Gaskins and any director, executive officer, or person nominated or chosen by the Company to become

a director or executive officer of the Company. Ms. Gaskins is not, and has not been since January 1, 2024, a participant in any transaction

involving the Company, and is not a participant in any proposed transaction with the Company, required to be disclosed pursuant to Item

404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

The full text of the press release issued in connection with the announcement

of the chief executive officer transition is attached as Exhibit 99.1 to this Current Report on Form 8-K.

This Current Report contains forward-looking statements within the

meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to

matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s

Chief Executive Officer transition. Statements using words such as “expect”, “anticipate”, “believe”,

“may”,

“will” and similar terms are also forward-looking statements.

These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that

may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance

or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed

under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and

other filings with the Securities and Exchange Commission. Except as required by law, the Company undertakes no obligations to make any

revisions to the forward-looking statements contained in this Current Report or to update them to reflect events or circumstances occurring

after the date of this Current Report, whether as a result of new information, future developments or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Ironwood Pharmaceuticals, Inc. Press Release dated October 16, 2026

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: October 16, 2026

By:

/s/ John Minardo

Name: John Minardo

Title: Senior Vice President, Chief Legal Officer and Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2627624d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

Ironwood Pharmaceuticals Appoints Tammi Gaskins

as Chief Executive Officer

– Tom McCourt to Retire from CEO Post

After 17 Years at Ironwood and Four Decades of Distinguished Industry Leadership Bringing Transformational Medicines to Patients –

BOSTON, Mass., October 16, 2026

— Ironwood Pharmaceuticals, Inc. (Nasdaq: IRWD), a biotechnology company developing

and commercializing life-changing therapies for people living with gastrointestinal (GI) and rare diseases, today announced that its

Board of Directors appointed Chief Commercial Officer Tammi Gaskins as Chief Executive Officer and a member of the Board of Directors,

effective January 1, 2027. On that date Chief Executive Officer Tom McCourt will retire from his current role and will remain a

member of the Board of Directors.

“The Board of Directors selected Tammi Gaskins to be Ironwood’s

next CEO because she is a proven leader with a deep understanding of the business, culture and late-stage pipeline. Tammi was instrumental

in driving the turnaround of LINZESS® this year, returning it to blockbuster status and growth. She is uniquely positioned

to build upon the strong momentum Ironwood has delivered so far in 2026, and to lead the company through its next phase of growth,”

said Julie McHugh, Chair of the Ironwood Board of Directors.

Tammi has been a leader in Ironwood’s commercial organization

since joining the company in 2020 playing a critical role establishing LINZESS as the number one prescribed brand in the U.S. for the

treatment of patients with irritable bowel syndrome with constipation (IBS-C) or chronic idiopathic constipation (CIC). She has also

led commercial development efforts for apraglutide, a potential best-in-class, once-weekly GLP-2 analog in Phase 3 development for the

treatment of adults with short bowel syndrome with intestinal failure (SBS-IF). Prior to joining Ironwood, Tammi held commercial leadership

roles of increasing responsibilities during a 20-year tenure at AstraZeneca.

“It is an honor to be named Ironwood’s next CEO, and I

would like to thank Tom and the Board of Directors for their leadership and support,” said Gaskins. “I am excited to continue

working with our talented team to bring innovation to patients living with GI and rare diseases. This has been a turnaround year for

Ironwood as we have worked to maximize the value of LINZESS and strengthen our balance sheet while advancing the confirmatory STARS-2

clinical trial of apraglutide in SBS-IF. With each step we are shaping Ironwood for the future, working to bring treatment advancements

to patients and creating value for shareholders. I look forward to helping Ironwood continue to grow as we extend this momentum into

2027 and beyond.”

“The Board would like to thank Tom for his steady leadership

over the last 17 years. From the first approval and launch of LINZESS to the acquisition of VectivBio and progress of the apraglutide

program, Tom has made an indelible mark on Ironwood. We wish him well in his retirement and look forward to continuing our collaboration

with him on the Board,” said McHugh.

Tom joined Ironwood as its first Chief Commercial Officer helping

to shape the clinical profile of LINZESS to enable its commercial success. Building the commercial organization from the ground up, Tom

and the team collaborated closely with multiple LINZESS partners over the years to grow it into a blockbuster brand. After becoming CEO

in 2021, he led the effort to acquire VectivBio bringing apraglutide to Ironwood’s late-stage pipeline. Before Ironwood, Tom made

significant contributions to the commercial and drug development efforts for several market-leading brands at Merck, Astra Merck, AstraZeneca,

Novartis and Amgen.

“Working with Tammi closely for several years, I’ve

seen first-hand the impact of her business acumen, her passion for Ironwood’s culture and, most importantly, her relentless commitment

to bringing better GI medicines to patients. I have every confidence that she will be a strong successor to lead Ironwood into the future,”

said McCourt. “I’m grateful for the honor of leading this company, for all of the Ironwood colleagues who shared this journey

with me, and for the differences in patients’ lives we have made by working together.”

About Ironwood Pharmaceuticals

Ironwood Pharmaceuticals (Nasdaq: IRWD) is a biotechnology company

developing and commercializing life-changing therapies for people living with gastrointestinal (GI) and rare diseases. Ironwood is advancing

apraglutide, a next-generation, long-acting synthetic GLP-2 analog being developed for short bowel syndrome patients who are dependent

on parenteral support. In addition, Ironwood has been a pioneer in the development of LINZESS® (linaclotide), the U.S. branded

prescription market leader for the treatment of irritable bowel syndrome with constipation (IBS-C) or chronic idiopathic constipation

(CIC). Building upon our history of innovation, we keep patients at the heart of our R&D and commercialization efforts to reduce

the burden of diseases and address significant unmet needs.

Founded in 1998, Ironwood Pharmaceuticals is headquartered in

Boston, Massachusetts, with a site in Basel, Switzerland.

We routinely post information that may be important to investors on

our website at www.ironwoodpharma.com. In addition, follow us on X and on LinkedIn.

About LINZESS (Linaclotide)

LINZESS® is the #1 prescribed brand in the U.S. for

the treatment of patients with irritable bowel syndrome with constipation (“IBS-C”) or chronic idiopathic constipation (“CIC”),

based on IQVIA data. LINZESS is a once-daily capsule that helps relieve the abdominal pain and constipation associated with IBS-C in

adults and pediatric patients 7 years of age and older. LINZESS has also been shown to relieve constipation, infrequent stools, hard

stools, straining and incomplete evacuation associated with CIC in adult patients. LINZESS relieves constipation in children and adolescents

aged 2 to 17 years with functional constipation.

LINZESS is not a laxative; it is the first medicine approved by the

FDA in a class called GC-C agonists. LINZESS contains a peptide called linaclotide that activates the GC-C receptor in the intestine.

Activation of GC-C is thought to result in increased intestinal fluid secretion and accelerated transit and a decrease in the activity

of pain-sensing nerves in the intestine. The clinical relevance of the effect on pain fibers, which is based on nonclinical studies,

has not been established.

In the United States, Ironwood and AbbVie co-develop and co-commercialize

LINZESS for the treatment of IBS-C in adults and pediatric patients 7 years of age and older, CIC in adults and functional constipation

(FC) in pediatric patients 2 years of age and older. In Europe, AbbVie markets linaclotide under the brand name CONSTELLA® for the

treatment of adults with moderate to severe IBS-C. In Japan, Ironwood's partner, Astellas, markets linaclotide under the brand name

LINZESS for the treatment of adults with IBS-C or CIC. Ironwood also has partnered with Grand Life Sciences for development and commercialization

of LINZESS in China, and with AbbVie for development and commercialization of linaclotide in all other territories worldwide.

LINZESS Important Safety Information

INDICATIONS AND USAGE

LINZESS® (linaclotide) is indicated for the treatment of irritable

bowel syndrome with constipation (IBS-C) in adults and pediatric patients 7 years of age and older, chronic idiopathic constipation (CIC)

in adults, and functional constipation (FC) in pediatric patients 2 years of age and older.

IMPORTANT SAFETY INFORMATION

WARNING:

RISK OF SERIOUS DEHYDRATION IN PEDIATRIC PATIENTS LESS THAN 2

YEARS OF AGE

LINZESS is contraindicated in patients less than 2 years of age;

in nonclinical studies in neonatal mice, administration of a single, clinically relevant adult oral dose of

linaclotide caused deaths due to dehydration.

Contraindications

· LINZESS

is contraindicated in patients less than 2 years of age due to the risk of serious dehydration.

· LINZESS

is contraindicated in patients with known or suspected mechanical gastrointestinal obstruction.

Warnings and Precautions

Risk of Serious Dehydration in Pediatric Patients Less Than 2 Years

of Age

· LINZESS

is contraindicated in patients less than 2 years of age. In neonatal mice, linaclotide increased

fluid secretion as a consequence of age-dependent elevated guanylate cyclase (GC-C) agonism,

which was associated with increased mortality within the first 24 hours due to dehydration.

There was no age-dependent trend in GC-C intestinal expression in a clinical study of children

2 to less than 18 years of age; however, there are insufficient data available on GC-C intestinal

expression in children less than 2 years of age to assess the risk of developing diarrhea

and its potentially serious consequences in these patients.

Diarrhea

· In

adults, diarrhea was the most common adverse reaction in LINZESS-treated patients in the

pooled IBS-C and CIC double-blind placebo-controlled trials. The incidence of diarrhea was

similar in the IBS-C and CIC populations. Severe diarrhea was reported in 2% of adult patients

with IBS-C or CIC treated with LINZESS 145 mcg or 290 mcg once daily, and in <1% of adult

patients with CIC treated with LINZESS 72 mcg once daily. In pediatric patients, diarrhea

was also the most common adverse reaction in clinical trials of patients 7 to 17 years of

age with IBS-C and 6 to 17 years of age with FC treated with LINZESS. In two double-blind

trials, diarrhea was reported in 4% of pediatric patients 6 to 17 years of age with FC treated

with LINZESS 72 mcg once daily, and 7% and 8% of pediatric patients 7 to 17 years of age

with IBS-C treated with LINZESS 145 mcg and 290 mcg once daily, respectively. In clinical

trials, severe diarrhea was reported in one pediatric patient with FC treated with LINZESS

72 mcg once daily and in one pediatric patient with IBS-C treated with LINZESS at a dose

higher than the recommended 145 mcg once daily dosage for IBS-C. If severe diarrhea occurs,

dosing should be suspended and the patient rehydrated.

Common Adverse Reactions (incidence ≥2% and greater than

placebo)

· In

adult patients with IBS-C or CIC: diarrhea, abdominal pain, flatulence and abdominal distension.

· In

pediatric patients 7 to 17 years of age with IBS-C and 6 to 17 years of age with FC: diarrhea.

Please see full Prescribing Information including Boxed Warning:

https://www.rxabbvie.com/pdf/linzess_pi.pdf

LINZESS® and CONSTELLA® are registered trademarks of Ironwood

Pharmaceuticals, Inc. Any other trademarks referred to in this press release are the property of their respective owners. All rights

reserved.

Forward-Looking Statements

This press release contains forward-looking statements within the

meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned not to place undue reliance on these forward-looking

statements, including statements about Ironwood’s ability to execute on its mission; Ironwood’s strategy, business, financial

position and operations; Ironwood’s ability to drive growth and profitability; the commercial potential of LINZESS; the leadership

transition, including its planned effective date and the anticipated benefits of the transition; and the potential of apraglutide to

become a best-in-class treatment for adults with SBS-IF. These forward-looking statements speak only as of the date of this press release,

and Ironwood undertakes no obligation to update these forward-looking statements. Each forward-looking statement is subject to risks

and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. Applicable

risks and uncertainties include those related to the effectiveness of development and commercialization efforts by us and our partners;

preclinical and clinical development, manufacturing and formulation development of linaclotide, apraglutide, and our other product candidates;

the risk of uncertainty relating to pricing and reimbursement policies in the U.S., which, if not favorable for our products, could hinder

or prevent our products’ commercial success; the risk that clinical programs and studies, including for apraglutide, may not progress

or develop as anticipated, including that studies are delayed or discontinued for any reason, such as safety, tolerability, enrollment,

manufacturing, economic or other reasons; the risk that findings from our completed nonclinical studies and clinical trials may not be

replicated in later trials and earlier-stage clinical trials may not be predictive of the results we may obtain in later-stage clinical

trials or of the likelihood of regulatory approval; the risk that apraglutide will not be approved by the FDA or other regulatory agencies;

the risk of competition or that new products may emerge that provide different or better alternatives for treatment of the conditions

that our products are approved to treat; the risk that healthcare reform and other governmental and private payor initiatives may have

an adverse effect upon or prevent our products’ or product candidates’ commercial success; the efficacy, safety and tolerability

of linaclotide and our product candidates; the risk that the commercial and therapeutic opportunities for LINZESS, apraglutide or our

other product candidates are not as we expect; decisions by regulatory and judicial authorities; the risk we may never get additional

patent protection for linaclotide, apraglutide and other product candidates, that patents for linaclotide, apraglutide or other products

may not provide adequate protection from competition, or that we are not able to successfully protect such patents; the risk that we

are unable to manage our expenses or cash use, or are unable to commercialize our products as expected; the risk that the development

of apraglutide is not successful or that any of our product candidates does not receive regulatory approval or is not successfully commercialized;

outcomes in legal proceedings to protect or enforce the patents relating to our products and product candidates, including abbreviated

new drug application litigation; the risk that financial and operating results may differ from our projections; developments in the intellectual

property landscape; challenges from and rights of competitors or potential competitors; the risk that our planned investments do not

have the anticipated effect on our company revenues; developments in accounting guidance or practice; Ironwood’s or AbbVie’s

accounting practices, including reporting and settlement practices as between Ironwood and AbbVie; the risk that our indebtedness could

adversely affect our financial condition or restrict our future operations; and the risks listed under the heading “Risk Factors”

and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025, and in our subsequent Securities and

Exchange Commission filings.

Investors and Media:

Chris Stamm

Vice President, Investor Relations and Communications

cstamm@ironwoodpharma.com

Investors:

Precision AQ

Stephanie Ascher

Stephanie.Ascher@precisionaq.com

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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