Ionis (NASDAQ: IONS) EVP Schneider logs RSU vesting, PRSU grant and share sale

Rhea-AI Filing Summary

Ionis Pharmaceuticals executive Eugene Schneider, EVP and Chief Clinical Development Officer, reported a mix of stock grants, vesting, and a sale. On 01/15/2026, 21,685 restricted stock units vested and were converted into common shares at an exercise price of $0.0, increasing his directly held common stock to 73,192 shares.

On the same date, he received a grant of 25,800 Performance Restricted Stock Units (PRSUs), representing the maximum 200% of target that may be earned after a three-year performance period based on relative total shareholder return, and a separate grant of 9,675 time-based RSUs that vest in four equal annual installments. On 01/16/2026, 9,302 common shares were sold at a weighted average price of $75.59 in an automatic sale to cover tax withholding obligations under the company’s equity plan, leaving him with 63,890 common shares directly owned, along with derivative holdings of PRSUs and RSUs.

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

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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).

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^*

Schneider Eugene

(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, Chf Clinical Develop Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		M(1)		21,685(1)	A	$0.0	73,192	D
Common Stock	01/16/2026		S(2)		9,302(2)	D	$75.59(3)	63,890	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
Performance Restricted Stock Units(4)	$0.0	01/15/2026		A		25,800		01/15/2029(5)	(5)	Common Stock	25,800	$0.0	91,237	D
Restricted Stock Unit	$0.0(6)	01/15/2026		M			21,685	01/15/2026(7)	(7)	Common Stock	21,685	$0.0	39,251	D
Restricted Stock Unit(8)	$0.0(6)	01/15/2026		A		9,675		01/15/2027(7)	(7)	Common Stock	9,675	$0.0	48,926	D

Explanation of Responses:

1. Acquired pursuant to vesting and release of shares in accordance with Restricted Stock Unit awards.

2. The sale was made pursuant to an automatic sale to cover the required tax withholding obligations pursuant to the 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.48 to $75.63 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 (3) on this Form 4.

4. Grant to reporting person of Performance Restricted Stock Units (PRSUs) under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan.

5. The PRSUs may vest at the end of the three-year performance period following the date of grant based on the Issuer's relative total shareholder return as compared to a peer group of companies. The number of PRSUs reported represents the maximum that may be earned, which is 200% of the target number. No number of PRSUs is guaranteed to vest and the actual number of PRSUs that will vest at the end of the performance period may be anywhere from zero to the amount stated.

6. Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value.

7. Restricted Stock Units vest in four equal annual installments. Upon vesting, the restricted stock units will be paid out in whole shares of Ionis common stock or cash as may be determined by the Company.

8. Grant to reporting person of Restricted Stock Units under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan.

	By: Patrick R. O'Neil, attorney-in-fact For: Eugene Schneider	01/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did IONIS (IONS) executive Eugene Schneider report?

Eugene Schneider, EVP and Chief Clinical Development Officer of Ionis Pharmaceuticals (IONS), reported RSU vesting, new grants of performance and time-based restricted stock units, and a sale of common shares primarily to cover tax withholding obligations.

How many Ionis common shares did Eugene Schneider sell in this Form 4?

The filing shows a sale of 9,302 shares of Ionis common stock on 01/16/2026 at a weighted average price of $75.59 per share, executed as an automatic sale to cover required tax withholding under the company’s equity plan.

What new performance-based equity did Eugene Schneider receive from Ionis (IONS)?

On 01/15/2026, Schneider received a grant of 25,800 Performance Restricted Stock Units (PRSUs) under the Ionis Amended and Restated 2011 Equity Incentive Plan. This amount reflects the maximum that may be earned, equal to 200% of the target level, and the actual number that may vest after the three-year performance period can range from zero up to 25,800 units.

What time-based restricted stock units did Eugene Schneider receive in this Ionis filing?

The Form 4 reports a grant of 9,675 Restricted Stock Units (RSUs) on 01/15/2026. These RSUs vest in four equal annual installments, and upon vesting are payable in whole shares of Ionis common stock or cash, as determined by the company.

How did Eugene Schneider’s Ionis common stock holdings change after these transactions?

Following the RSU vesting and subsequent sale to cover taxes, Schneider directly held 63,890 shares of Ionis common stock. He also held derivative positions including 91,237 performance restricted stock units and 48,926 restricted stock units as of the reported dates.

Were Eugene Schneider’s Ionis stock sales part of a tax withholding arrangement?

Yes. A footnote states that the 9,302-share sale on 01/16/2026 was an automatic sale executed to cover required tax withholding obligations under the 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice.