IONIS Insider Exercise and Rule 10b5-1 Sale Reduces Holdings to 93,466 Shares

Rhea-AI Filing Summary

C. Frank Bennett, EVP and Chief Scientific Officer of Ionis Pharmaceuticals (IONS), reported option exercise and share sale transactions on 08/18/2025. He was granted or exercised a non-qualified stock option with a $32.60 exercise price covering 10,000 shares exercisable from 01/03/2023 and expiring 01/02/2032, which increased his direct common stock holdings to 103,466 shares. On the same date, he sold 10,000 shares pursuant to a Rule 10b5-1 trading plan adopted May 13, 2025, for a weighted average price of $43.9776 per share (sales occurred at prices between $43.75 and $44.25). Following the sale, his reported direct common stock ownership was 93,466 shares. The Form 4 was filed by one reporting person and signed by an attorney-in-fact on behalf of Mr. Bennett.

Positive

• Transaction disclosed under Rule 10b5-1, indicating a preplanned sale adopted on May 13, 2025
• Exercise price ($32.60) was substantially below sale prices, implying a per-share gain for the reporting person

Negative

• Form 4 shows a net reduction in direct holdings from 103,466 to 93,466 shares after the reported sale
• Filing does not disclose aggregate proceeds received from the sales or the number of shares sold at each price within the disclosed range (only a weighted average is given)

Insights

Securities Analyst

TL;DR: Insider exercised options and executed preplanned sales, reducing direct holdings by 10,000 shares while realizing proceeds near $44 per share.

The reported transactions are routine: exercise of a non-qualified stock option at $32.60 for 10,000 shares and contemporaneous sales of 10,000 shares under a Rule 10b5-1 plan. The exercise increased reported beneficial ownership before the sale, and the sale reduced direct holdings back to 93,466 shares. The sale price range ($43.75–$44.25, weighted average $43.9776) implies a material per-share gain relative to the exercise price, but the filing contains no information on aggregate proceeds, tax treatment, or intent beyond the disclosed 10b5-1 plan. Impact rating: 0

Corporate Governance Expert

TL;DR: Transactions follow a pre-established Rule 10b5-1 plan, indicating procedural compliance with insider trading rules.

The disclosure explicitly states the sales were made pursuant to a Rule 10b5-1 trading plan adopted May 13, 2025, which provides an affirmative defense to insider trading allegations. The Form 4 clearly identifies the reporting persons role as EVP and Chief Scientific Officer and shows the filing was by one reporting person. There are no indications of unusual timing or deviations from the plan in the document. Impact rating: 0

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
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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^*

BENNETT C FRANK

(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 Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		M		10,000	A	$32.6	103,466	D
Common Stock	08/18/2025		S		10,000(1)	D	$43.9776(2)	93,466	D

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)	$32.6	08/18/2025		M			10,000	01/03/2023	01/02/2032	Common Stock	10,000	$0.0	18,869	D

Explanation of Responses:

1. Shares sold pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on May 13, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.75 to $44.25 inclusive. The reporting person undertakes to provide to Ionis Pharmaceuticals, Inc. any security holder of Ionis Pharmaceuticals, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) on this Form 4.

	By: Patrick R. O'Neil, attorney-in-fact For: C. Frank Bennett	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Ionis (IONS) insider C. Frank Bennett do on 08/18/2025?

He exercised a non-qualified stock option for 10,000 shares at $32.60 and sold 10,000 shares pursuant to a Rule 10b5-1 plan on 08/18/2025.

How many Ionis shares does C. Frank Bennett beneficially own after the transactions?

The Form 4 reports 93,466 shares beneficially owned directly following the sale.

At what price were the Ionis shares sold by the reporting person?

The shares were sold at prices ranging from $43.75 to $44.25, with a weighted average sale price of $43.9776.

Was the sale preplanned or contemporaneous with private information?

The sale was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 13, 2025, as disclosed on the Form 4.

What option details were disclosed in the Form 4 for Mr. Bennett?

A non-qualified stock option with an exercise price of $32.60, exercisable from 01/03/2023 and expiring 01/02/2032, covering 10,000 shares.