Ionis Insider: 250-Share Exercise and Sale Under 10b5-1 Plan

Rhea-AI Filing Summary

Joseph T. Baroldi, EVP and Chief Business Officer of Ionis Pharmaceuticals (IONS), reported multiple Section 16 transactions on 09/05/2025 under a previously adopted Rule 10b5-1 plan. He exercised 250 non-qualified stock options with a $31.80 exercise price and immediately acquired 250 shares. Simultaneously, he sold 250 shares pursuant to his 10b5-1 plan at an average price of $62, leaving him with 32,176 shares directly and 3,071 shares indirectly held by his spouse. After the option exercise, total direct beneficial ownership of common stock reported is 53,650 shares.

The filing discloses the trades were executed pursuant to a 10b5-1 trading plan adopted May 2, 2025, and the Form 4 was signed by an attorney-in-fact on 09/09/2025. No other compensatory or material corporate events are disclosed in this Form 4.

Positive

• Disclosure of 10b5-1 plan adoption (May 2, 2025) provides pre-authorized trading clarity and compliance transparency
• Option exercise followed by sale indicates orderly liquidity rather than an unexplained insider dump
• Continued significant reported ownership: 32,176 shares direct and 3,071 shares indirect by spouse, plus 53,650 shares total after transactions

Negative

• Sale of shares at $62 reduced direct holdings (250 shares sold), which may be perceived as partial monetization of insider stake

Insights

Securities Insider Transactions Analyst

TL;DR: Insider exercised options and sold a matched number of shares under a 10b5-1 plan; net reported direct holdings remain material to ownership profile.

The filing shows routine, preplanned insider activity: exercise of 250 options at $31.80 and an immediate sale of 250 shares under a Rule 10b5-1 plan at ~$62 per share. This is consistent with liquidity or diversification objectives rather than an unscheduled open-market sale. The presence of a 10b5-1 plan reduces interpretation of the sale as a signal about near-term company fundamentals, though investors commonly view option exercises plus sales as insiders realizing gains. Reported direct and indirect holdings provide context for Baroldi's stake but do not indicate a change in control or significant shift in alignment with shareholders.

Corporate Governance Specialist

TL;DR: Disclosure follows standard Section 16 practice; adoption and use of a 10b5-1 plan is governance-positive for compliance clarity.

The Form 4 properly identifies the reporting person, relationship to the issuer, and that trades were pursuant to a 10b5-1 trading plan adopted on May 2, 2025. Use of an established trading plan demonstrates preauthorization and helps mitigate concerns about opportunistic timing. The filing includes option exercise details and resulting beneficial ownership counts, supporting transparency. No governance red flags (e.g., undisclosed related-party transfers or sudden large divestitures) appear in this short Form 4.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Baroldi Joseph

(Last) (First) (Middle)

2855 GAZELLE COURT

(Street)

CARLSBAD CA 92010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IONIS PHARMACEUTICALS INC [ IONS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/05/2025		M		250	A	$31.8	32,176	D
Common Stock	09/05/2025		S		250(1)	D	$62	31,926	D
Common Stock								3,071	I	by Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$31.8	09/05/2025		M			250	01/31/2023	01/30/2032	Common Stock	250	$0.0	53,650	D

Explanation of Responses:

1. Shares sold pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on May 2, 2025.

	By: Patrick R. O'Neil, attorney-in-fact For: Joseph T. Baroldi	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Joseph T. Baroldi report for IONS on 09/05/2025?

He exercised 250 options at a $31.80 exercise price and acquired 250 shares, and he sold 250 shares under a 10b5-1 plan at an average price of $62.

Were the sales by the Ionis insider preplanned under a trading plan?

Yes. The Form 4 states the shares sold were pursuant to a Rule 10b5-1 trading plan adopted May 2, 2025.

How many Ionis shares does Baroldi beneficially own after the reported transactions?

The filing reports 32,176 shares directly, 3,071 shares indirectly by spouse, and a total of 53,650 shares reported after the transactions.

What was the exercise price and expiration for the options exercised?

The exercised non-qualified stock options had an exercise price of $31.80 and an expiration date of 01/30/2032.

Who signed the Form 4 for Joseph T. Baroldi?

The Form 4 was signed by attorney-in-fact Patrick R. O'Neil on 09/09/2025.