Ionis adds Item 1.01 on Geary advisory agreement; cap $450k

Rhea-AI Filing Summary

Ionis Pharmaceuticals (IONS) filed an 8-K/A adding Item 1.01 and attaching an Advisory Services Agreement with Dr. Richard Geary, who will advise the company following his retirement in January 2026. The agreement runs from January 16, 2026 through February 13, 2027 and can be terminated by either party with at least 15 days’ written notice.

Dr. Geary will receive a total fee of $300,000, plus $400 per hour for any hours above 16 in a week, up to six additional hours. Total payments will not exceed $450,000 without prior written authorization.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

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 28, 2025

IONIS PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-19125		33-0336973
(Commission File No.)		(IRS Employer Identification No.)

2855 Gazelle Court

Carlsbad, CA 92010

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (760) 931-9200

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		Name of each exchange on which registered
Common Stock, $.001 Par Value		“IONS”		The Nasdaq Stock Market, LLC

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

Explanatory Note

This Amendment to the Current Report on Form 8-K filed on June 12, 2025 amends such 8-K to add a new Item 1.01 and attach Richard Geary’s Advisory Services Agreement as an exhibit.

Item 1.01 Entry Into a Material Definitive Agreement

On October 28, 2025, Ionis Pharmaceuticals, Inc. (the “Company”) and Richard Geary entered into an Advisory Services Agreement (the “Agreement”) pursuant to which Dr. Geary will provide advisory services to the Company following his retirement from the Company in January 2026.

The term of the Agreement will begin on January 16, 2026, and will continue through February 13, 2027 (the “Advisory Period”), but may be terminated earlier by either party with at least 15 days’ advance written notice

Under the Agreement, Dr. Geary will receive a total fee of $300,000. If Dr. Geary performs more than 16 hours of advisory services in any calendar week during the Advisory Period, the Company will pay Dr. Geary at the rate of $400 per hour for such additional hours above 16, up to a maximum of six additional hours in any week during the Advisory Period. In no event will the total amount paid by Company to Dr. Geary under the Agreement exceed $450,000 without the Company’s prior written authorization

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Advisory Services Agreement between the Registrant and MedDev Insights LLC for the services of Richard Geary dated January 16, 2026. Portions of this exhibit have been omitted because they are both (i) not material and (ii) the type that the Registrant treats as private or confidential.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Ionis Pharmaceuticals, Inc.
Dated:  November 3, 2025	By:	/s/ Patrick R. O’Neil
		Patrick R. O’Neil
		Executive Vice President, Chief Legal Officer and General Counsel

FAQ

What did Ionis Pharmaceuticals (IONS) disclose in this 8-K/A?

It added Item 1.01 and filed an Advisory Services Agreement with Dr. Richard Geary as an exhibit.

When does Richard Geary’s advisory term for IONS begin and end?

The term runs from January 16, 2026 through February 13, 2027.

What compensation will Richard Geary receive under the agreement?

A total fee of $300,000, plus $400 per hour for hours above 16 per week, up to six additional hours.

Is there a cap on total payments under the Ionis–Geary agreement?

Yes. Total payments will not exceed $450,000 without the company’s prior written authorization.

Can the advisory agreement be terminated early?

Yes. Either party may terminate with at least 15 days’ advance written notice.

Who are the parties named in the exhibit to the agreement?

The exhibit is between Ionis Pharmaceuticals, Inc. and MedDev Insights LLC for the services of Richard Geary.

Were any portions of the exhibit omitted?

Yes. Portions were omitted as not material and treated as private or confidential.